Clout Collective Affiliate Agreement
This Clout Collective Affiliate Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation as an Affiliate of the Clout Collective Affiliate Marketing Program, and the establishment of hypertext links from your Website to For the Clout Collective LLC for the purpose of you earning Referral Fees from Qualifying Purchases made by third parties who have navigated from your website to Clout Collective via said hypertext links. We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
1. Definitions. As used in this Agreement, “we”, “us”, or “Clout Collective” means For the Clout Collective, LLC, and “you”, “your” or “Affiliate” means the undersigned affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Marketing Program” means the program managed by or on behalf of Clout Collective by which participating entities place links on their Website that connect to the Clout Collective website (www.cloutcollective.co) and for which a Referral Fee is earned. The term “Qualifying Purchase” as used in this Agreement mean a Clout Collective paid monthly or annual membership purchased by users during a visit to Clout Collective following navigation to the designated URL on Clout Collective through a hypertext link from you under this Agreement. The terms “Referral Fee” used in this Agreement mean moneys duly earned by, payable to, or previously paid to the Affiliate in regard to the membership dues received from Qualifying Purchases made at Clout Collective under the terms of this Agreement and acknowledged as such by Clout Collective at its sole discretion.
2. Term. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance by Clout Collective, the terms and conditions of this Agreement shall apply in full force and effect upon such acceptance and will continue until terminated by either party upon thirty (30) days written notice to the other (“Term”). In addition, Clout Collective may terminate this Agreement immediately upon notice to you if Clout Collective becomes aware of or reasonably suspects any fraud, misrepresentation, or any deceptive practices in connection with your participation in the Affiliate Marketing Program, including but not limited to impersonating another individual or entity, misrepresenting its identity or relationship with Clout Collective, or engaging in conduct that damages or could reasonably be expected to damage Clout Collective’s reputation or business.
3. Promotion. Clout Collective will make available to you certain graphic and textual links (the “Links” collectively, or “Link” individually) in order to link to our Website. Each Link will permit recipients to navigate directly to a page on the Clout Collective website designated by us via a special tagged link format. You will be responsible for integrating the Links into your Website to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
4. Forbidden Actions. This Agreement will be terminated without notice if, in its sole discretion, Clout Collective determines that the Affiliate has breached any or all of the following explicitly prohibited actions. THE AFFILIATE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED UNDER THIS PROVISION.
- Click Fraud: Affiliate shall not, either directly or indirectly, act, encourage or require users to click on links to Clout Collective and/or generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.
- Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information.
- Own Purchases: Affiliate shall not use their own affiliate link in order to receive commissions on their own purchases.
5. Referral Fees. Clout Collective will pay you a one-time Referral Fee for each Qualifying Purchase made at Clout Collective. The Referral Fee shall be equal to $20 for monthly memberships and $50 for annual memberships. Membership renewals shall not be subject to additional Referral Fees. Clout Collective shall track users who access Clout Collective from the Affiliate's website via an affiliate link with a cookie containing the Affiliate’s identification, and that expires in thirty (30) days following said visit. The cookie containing the Affiliate identification will be replaced with the cookie of another affiliate if the user subsequently accesses Clout Collective from the link of the other affiliate. A Qualifying Purchase made prior to the expiration of the cookie will be attributed to the Affiliate link provider whose Affiliate identification is recorded in the cookie associated with that website user. You are only eligible to earn a Referral Fee on sales occurring during the Term.
6. Reporting. Payments hereunder will be in accordance with reports made available on the Clout Collective Website of Qualifying Purchase for which Referral Fees are payable.
7. Payments. Referral fees will be paid on or about the 15th of each month for Referral Fees accrued in the prior calendar month. If during any calendar month Referral Fees do not exceed twenty-five dollars ($25.00), then you may not receive payments until the following calendar month during which your aggregate Referral Fees equal or exceed $25.00 or until the termination of this Agreement, whichever occurs earlier. No payment will be made to Affiliate for sales that result in refunds and, at its own discretion, Clout Collective may elect to withhold payment for a reasonable time to ensure against cancellations or refunds. Payments shall be made in US Dollars to the PayPal account as nominated by the Affiliate in the name of the party and address provided by Affiliate. Affiliate shall be responsible for all taxes associated with the receipt of any payments.
Referral Fees will not be payable on any sales attributed to discount or promotional codes that are published, distributed, or otherwise made available on couponing, deal, or discount aggregation websites not explicitly authorized in writing by Clout Collective. Clout Collective reserves the right to review and withhold or adjust Referral Fees if it determines, in its reasonable discretion, that commissionable activity has been artificially inflated, misattributed, or generated through unauthorized channels, including but not limited to the misuse of Affiliate discount codes by non-affiliated sites.
8. Representations and Warranties; Limitation of Liability. Each of us hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement. Affiliate represents and warrants that it will use the Clout Collective Marks and the Links solely in accordance with this Agreement and will not use or distribute, or permit others to use or distribute the Links or Clout Collective Marks in violation of the rights of Clout Collective or any third party, including, but not limited to, any proprietary or privacy rights. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT WE MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER CLOUT COLLECTIVE NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. OUR ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.
9. Fulfillment and Policy. Clout Collective will be solely responsible for fulfilling all orders and payment processing, and customers who buy memberships through the Affiliate Marketing Program will be deemed customers of Clout Collective. To protect the privacy of Clout Collective’s customers, the names of and other personally identifying information about customers will not be provided to you. All information about customers and users collected by Clout Collective shall be owned solely and exclusively by Clout Collective. All rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.
10. Intellectual Property Rights. Clout Collective hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Clout Collective’s trade names, logos, trademarks and service marks (the “Clout Collective Marks”) on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Clout Collective Marks will be subject to Clout Collective’s prior written approval. You hereby grant to Clout Collective during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos, trademarks and service marks (the “Affiliate Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval. Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other party’s marks except as set forth herein is strictly prohibited.
11. Indemnification. You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your Website, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your Website.
12. General Provisions. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us. In its performance of this Agreement and in the operation each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement. Neither you or we will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written to the other and will use commercially reasonable efforts to minimize the impact of the event. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.
13. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, as such laws are applied to agreements between Washington residents entered into and to be wholly performed within Washington. The state and federal courts located in King County, Washington shall have exclusive jurisdiction with respect to any dispute arising under this Agreement, and, for such purpose, each party agrees to submit itself to the jurisdiction of such courts.